Corporation Consultant Services Agreement

EX 10.1


3COM CORPORATION CONSULTANT SERVICES AGREEMENT


Lotus Management Consulting Inc, hereinafter called "Contractor", located at [PERSONAL INFORMATION OMITTED], and 3Com Corporation (including its subsidiaries and affiliates), hereinafter called "3Com", located at 350 Campus Drive, Marlborough, MA 01752-3064, hereby agree as follows:


1. SERVICES. Contractor agrees to perform the services ("Services"), described in Exhibit A hereto. The Contractor will make available the services of Anik Bose available to assist 3Com on a full time basis.


2. PAYMENT. As consideration for Contractor's Services (and the assignment of rights provided herein), 3Com shall pay the amount and in the manner specified in Exhibit A hereto.


3. WARRANTIES. Contractor represents and warrants that all Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures and practices and in accordance with any applicable specifications. Contractor represents and warrants that the performance of Services under this Agreement will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Contractor is bound.


4. INDEPENDENT CONTRACTOR. Contractor is an independent contractor for all purposes, without express or implied authority to bind 3Com. Neither Contractor nor its employees, agents or subcontractors ("Contractor's Assistants") are entitled to any employee benefits of 3Com.


5. CONTRACTOR RESPONSIBLE FOR TAXES AND RECORDS. Contractor shall be solely responsible for filing the appropriate federal, state and local tax forms and for paying all taxes or fees due with respect to Contractor's Services. Contractor further agrees to provide 3Com with reasonable assistance in the event of a government audit. 3Com shall have no responsibility to pay or withhold from payments to Contractor, any federal, state or local taxes or fees. 3Com will regularly report amounts paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service.


6. INDEMNITY. Contractor shall indemnify, hold harmless, and defend 3Com, its officers, directors, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with Contractor failing to file the appropriate federal, state and local tax forms, pay all taxes or fees due with respect to Contractor's Services, or to satisfy the Internal Revenue Service's guidelines for an independent contractor. 3Com agrees to indemnify Contractor, its officers, directors, employees, agents and affiliates against any suits, losses, claims, damages or liabilities, joint or several, asserted by third parties, including shareholder actions (each a "Claim," and collectively, "Claims") to which the indemnified parties may be subject as a result of any actions expressly authorized by 3Com and performed reasonably and in good faith by Contractor in connection with the Services, and to reimburse the indemnified parties for any legal or other expenses reasonably incurred by them in connection with the any Claim or Claims.


7. CONFIDENTIALITY.


7.1 3Com may disclose confidential or proprietary information to Contractor under this Agreement. "3Com Confidential Information" will include, but not be limited to, any business, financial, product or customer information and Work Product (as defined in Exhibit A), along with any information identified by 3Com as confidential. Contractor agrees not to disclose 3Com Confidential Information to any third party and will use such information only as is necessary to perform the Services. Upon the expiration or termination of this Agreement for any reason, Contractor will promptly notify 3Com of all 3Com Confidential Information or any Work Product in Contractor's possession and will promptly deliver to 3Com all such 3Com Confidential Information.


7.2 Contractor agrees not to copy, alter, decompile, disassemble, reverse engineer, or otherwise modify (except with 3Com's prior written consent) or directly or indirectly disclose any 3Com Confidential Information. Without limiting the scope of the foregoing, Contractor agrees to limit its internal distribution of 3Com Confidential Information to Contractor's Assistants who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Contractor's Assistants of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Contractor use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care, to prevent the unauthorized use or disclosure of 3Com Confidential Information. Contractor further agrees not to use the 3Com Confidential Information except in the course of performing hereunder and will not use such 3Com Confidential Information for its own benefit or for the benefit of anyone other than 3Com. The mingling of the 3Com Confidential Information with information of Contractor shall not affect the confidential nature or ownership of the same as stated hereunder. Except as required by 3Com in connection with Contractor's services hereunder, Contractor agrees not to design or manufacture any products which incorporate 3Com Confidential Information.


8. NONINTERFERENCE WITH BUSINESS. Contractor agrees not to solicit, induce, or directly or indirectly hire any employee or independent contractor of 3Com, including without limitation Huawei-3Com, Ltd. ("H3C"), to terminate or breach an employment, contractual or other relationship with 3Com.


9. TERM; TERMINATION.


9.1 The term of this Agreement shall commence on August 15, 2006 and shall terminate six (6) months thereafter. If the Transaction has not Closed (as those terms are defined in Exhibit A) before completion of the initial term of this Agreement, the parties hereby agree that the Agreement shall be extended in thirty (30) day increments under the terms and conditions set forth herein until th ...